Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Depositor makes the following representations and warranties to Escrow Agent: (a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms; and (b) each of the applicable persons designated on Schedule D hereto have been duly appointed to act as authorized representatives hereunder and ind...ividually have full power and authority to execute and deliver any Written Direction, to amend, modify or waive any provision of this Agreement and to take any and all other actions as authorized representatives under this Agreement, all without further consent or direction from, or notice to, it or any other party, provided that any change in designation of such authorized representatives shall be provided by written notice delivered to each party to this Agreement. View More

Representation and Warranty. The Borrower hereby represents and warrants to the Administrative Agent and each Lender (before and after giving effect to this Incremental Agreement No. 1): (a) Each Obligor has the requisite corporate or equivalent power and authority to execute, deliver and perform this Incremental Agreement No. 1 and, in the case of the Borrower, to borrow under the Credit Agreement as amended by this Incremental Agreement No. 1 (the "Amended Credit Agreement"). Each Obligor has taken all necessary limited l...iability company, corporate or equivalent actions to authorize the execution, delivery and performance of this Incremental Agreement No. 1 and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of the Amended Credit Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with this Incremental Agreement No. 1, the borrowings under the Amended Credit Agreement or the execution, delivery, performance, validity or enforceability of this Incremental Agreement No. 1 except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. This Incremental Agreement No. 1 has been duly executed and delivered on behalf of each Obligor party hereto. On the Incremental Agreement No. 1 Effective Date, each of this Incremental Agreement No. 1, the Amended Credit Agreement and each other Loan Document will constitute a legal, valid and binding obligation of each Obligor that is a party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 2 3(b) The execution, delivery and performance of this Incremental Agreement No. 1 by each Obligor, the borrowings under the Amended Credit Agreement and the use of the proceeds thereof will not violate any laws, regulations, policies and orders of any Governmental Authority applicable to it (or its Subsidiaries) or its (or their) property or any indentures, agreements and other instruments binding upon it (or its Subsidiaries) or its (or their) property (except where such violation or the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect) and will not result in, or require, the creation or imposition of any Lien on any of their respective properties. (c) Each of the representations and warranties made by any Obligor herein or in or pursuant to each of the Loan Documents is true and correct on and as of the Incremental Agreement No. 1 Effective Date as if made on and as of such date (except that any representation or warranty which by its terms is made as of an earlier date shall be true and correct as of such earlier date). (d) Immediately after giving effect to this Incremental Agreement No. 1, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Incremental Agreement No. 1 Effective Date after giving effect to the transactions contemplated hereby. (f) Each Obligor hereby confirms as of the date hereof that (x) neither its certificate or articles of incorporation or formation, as applicable, nor its bylaws or operating agreement, as applicable, have been amended or modified since the date of the respective version thereof delivered by such Obligor on the Effective Date in a manner that would be adverse to the Lenders and (y) the corporate, LLC or partnership resolutions and consents, as applicable, delivered in connection with the closing of the Credit Agreement on April 28, 2016 which approved the execution and delivery of the Credit Agreement (including as amended by this Incremental Agreement No. 1) and the other Loan Documents and the performance by such Obligor of its obligations thereunder, and authorizing the transactions contemplated hereby and thereby, remain in full force and effect and have not been amended, rescinded or modified since April 28, 2016.8. Effectiveness. This Incremental Agreement No. 1 shall become effective on the date (the "Incremental Agreement No. 1 Effective Date") on which the following conditions precedent shall have been satisfied: (a) Incremental Agreement No. View More

Representation and Warranty. Company represents and warrants to the Creditor Parties that: (a) All warranties and representations made to the Creditor Parties under the Transaction Documents are true and correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified by materiality, Material Adverse Effect or dollar thresholds in the text thereof), as to the date hereof unless they specifically relate to an earlier date in whi...ch case they shall be true and correct as of such date, other than as set forth on the disclosure schedules (the "Updated Disclosure Schedules") to be delivered to the Creditor Parties pursuant to Section 7 below (the 2 numbers of which shall correspond to the numbers of the disclosure schedules to the applicable Transaction Document); notwithstanding the foregoing, the representations and warranties made as of the Closing Date (as defined in the Purchase Agreement) in Section 2.1(c) of the Purchase Agreement shall be made as of the date hereof. (b) The Company and the Guarantors (as applicable) have the requisite corporate power and authority to enter into and perform this Amendment in accordance with the terms hereof. The execution, delivery and performance of this Amendment by the Company and the Guarantors, the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, no further consent or authorization of the Company, the Guarantors, their Board of Directors, stockholders or any other third party is required. When executed and delivered by the Company and the Guarantors, this Amendment shall constitute a valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms. (c) This Amendment and all other documents, instruments and agreements executed in connection with this Amendment and any assignment, instrument, document, or agreement executed and delivered in connection herewith, will be valid, binding, and enforceable in accordance with its respective terms. (d) Upon the effectiveness of this Amendment, no default or Event of Default is outstanding under any of the Transaction Documents. View More

Representation and Warranty. To induce the Metal Lender to enter into this Amendment, each Customer hereby represents and warrants to the Metal Lender that: (a) such Customer has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to fulfill its obligations hereunder and to consummate the transactions contemplated hereby; (b) the making and performance by such Customer of this Amendment do not and will not violate any law or regulation of the jurisdiction of its organizati...on or any other law or regulation applicable to it; (c) this Amendment has been duly executed and delivered by such Customer and constitutes the legal, valid and binding obligation of such Customer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and except as the same may be subject to general principles of equity; and (d) on and as of the date hereof, after giving effect to this Amendment, no Default or Event of Default exists under the Precious Metals Agreement. View More

Representation and Warranty. (a) Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that, as to such Credit Party: (i) Representations. Each of the representations and warranties of or as to such Credit Party contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except to the extent such representation or warranty was made as of a specific date; (ii) Power a...nd Authority. (A) Such Credit Party has the power and authority under the laws of its jurisdiction of organization and under its organizational documents to enter into and perform this Second Amendment and any other documents which the Administrative Agent requires such Credit Party to deliver hereunder; and (B) all actions, corporate or otherwise, necessary or appropriate for the due execution and full performance by such Credit Party of the Second Amendment have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Second Amendment will constitute the valid and binding obligations of such Credit Party enforceable in accordance with their respective terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of creditors rights in general and the availability of equitable remedies; (iii) No Violation. The making and performance of this Second Amendment will not (A) contravene, conflict with or result in a breach or default under any applicable law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (B) contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan 2 agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject or (C) contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, any Credit Party; (iv) No Default. Immediately after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing; (v) No Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2014; and (vi) Organizational Documents. There have been no changes in the organizational documents of the Credit Parties since December 19, 2014 (or such later date as any such organizational documents were initially adopted), except as previously disclosed to the Administrative Agent in writing, certified copies of which have been previously provided to the Lenders. View More

Representation and Warranty. The Guarantor hereby represents and warrants to the Beneficiary that (i) the obligations of the Guarantor under this Guaranty are the valid, binding and legally enforceable obligations of the Guarantor, (ii) the execution and delivery of 3 this Guaranty by the Guarantor has been duly and validly authorized in all respects by the Guarantor, (iii) the person who is executing and delivering this Guaranty on behalf of the Guarantor has full power, authority and legal right to so do and (iv) the exec...ution and delivery of this Guaranty and the performance of it by the Guarantor will not (x) except to the extent obtained on or prior to the date hereof, require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Entity, (y) violate in any material respect any Law or Judgment applicable to the Guarantor; or (z) result in a material violation of or material default (or an event that, with or without notice or lapse of time or both, would become a material default) under, or give rise to a right of termination, cancellation or acceleration of any material obligation, any material Contract to which the Guarantor is a party or by which any of its material properties is bound. View More

Representation and Warranty. In order to induce the Holders to enter into this Amendment, the Company hereby represents and warrants as follows: -2- a)In connection with this Amendment and all other documents delivered in connection herewith, each Note Party (i) has the requisite power and authority to make, deliver and perform the same, (ii) has taken all necessary corporate or other action to authorize its execution, delivery and performance of the same, and (iii) has duly executed and delivered the same. b)After giving e...ffect to this Amendment, the representations and warranties contained in Section 5 of the Agreement and Section 9 of the Guaranty Agreement are true and correct in all material respects (except for those representations and warranties qualified by "materiality," "Material Adverse Effect" or a like qualification, which shall be true and correct in all respects) on and as of the date first written above with the same effect as though made on and as of the date first written above, except to the extent that such representations and warranties relate to a specific date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by "materiality," "Material Adverse Effect" or a like qualification, which were true and correct in all respects) as of such specified date). c)No Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment. d)No Material Adverse Effect has occurred or could reasonably be expected to occur as a result of this Amendment. e)The Note Parties are in full compliance with all terms and conditions of the Agreement and the other Note Documents. f)There are no Uniform Commercial Code financing statements in effect with respect to the property of the Company or any Note Party constituting Collateral (other than those Uniform Commercial Code financing statements on file that (x) are for the benefit of the Collateral Agent or (y) relate to Liens on equipment of the Note Parties and that are otherwise permitted by the Agreement). g)There are no pending lawsuits against any Note Party that, if decided adversely against such Note Party, would not be covered by insurance. View More

Representation and Warranty. The Loan Parties represent and warrant to each of the Lenders party hereto, the Administrative Agent and the Collateral Agent that, after giving effect to this First Amendment: (a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects ((i) except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects... and (ii) other than the representation and warranty set forth in the third sentence of Section 3.08 of the Credit Agreement with respect to the Specified Defaults) on and as of the Forbearance Effective Date to the same extent as if made on and as of the Forbearance Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of such earlier date. (b) Other than the Specified Defaults, no Default or Event of Default has occurred or will result from the consummation of the transactions contemplated by this First Amendment. View More

Representation and Warranty. Guarantor hereby represents and warrants to Secured Party that each of the representations and warranties contained in Section 4 of the Security Agreement are true and correct in all material respects as of the date hereof, except such representations and warranties that relate expressly to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, after giving effect to this Amendment.

Representation and Warranty. Agri-Energy hereby represents and warrants to TriplePoint that each of the representations and warranties contained in Section 11 of the Loan Agreement are true and correct in all material respects as of the date hereof, except such representations and warranties that relate expressly to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, after giving effect to this Amendment. 5 5. Conditions to Effectiveness. The effectiveness... of this Amendment is subject to satisfaction of each of the following conditions: (a) receipt by TriplePoint of this Amendment as executed by Agri-Energy, Gevo and TriplePoint; (b) receipt by TriplePoint of the Reaffirmation and Consent of Guarantor as executed by Gevo in form and substance acceptable to TriplePoint; (c) receipt by TriplePoint of the Ninth Amendment to Plain English Security Agreement duly executed by Gevo and TriplePoint; and (d) the absence of any Defaults or Events of Default as of the date hereof. View More